Nutanix Inc SEC Filings

Rajiv Ramaswami, President and CEO of Nutanix (NTNX), reported multiple transactions tied to vesting of restricted stock units (RSUs) dated 09/15/2025. Several RSU grants converted into Class A common stock: 8,628; 17,206; 15,884; and 8,508 shares were reported as acquired. The filing also shows 175,811 Class A shares were disposed of at $78.21 per share, described as shares withheld to satisfy tax-withholding obligations on RSU vesting. After these transactions, the reporting person beneficially owned 669,225 Class A shares following the withholding sale, and larger totals are shown after other vested tranches. The RSUs vest in 16 equal quarterly installments for each grant, subject to continued service.

Nutanix insider activity: The company's CFO, Rukmini Sivaraman, reported multiple vesting and sale transactions in mid-September 2025 relating to restricted stock units and Class A common stock. On 09/15/2025 she received several RSU vesting issuances totaling 21,342 shares across five grants and an additional 58,770 shares were withheld to satisfy tax withholding at a price indicated as $78.21 per share. On 09/16/2025 she sold 11,391 shares under a Rule 10b5-1 trading plan adopted October 9, 2024, at a weighted average price of $78.3438 per share. Following these transactions her direct beneficial ownership is reported as 254,637 shares.

Nutanix, Inc. (NTNX) filed a Form 144 reporting a proposed sale of 11,391 common shares valued at $892,413.09 to be sold through Morgan Stanley Smith Barney on NASDAQ on 09/16/2025. The filing notes total shares outstanding of 268,077,453, showing the proposed sale is a small fraction of the company’s outstanding common stock. The shares were acquired on 09/15/2025 as 2,100 restricted stock and 9,291 performance shares, with payment not applicable. The filer affirms they have no undisclosed material adverse information and no other securities were sold in the past three months.

Nutanix, Inc. disclosed in this Form 8-K that it issued press releases on August 27, 2025 announcing its financial results for the fourth fiscal quarter and fiscal year ended July 31, 2025, and separately announcing that the Board authorized a share repurchase program of up to $350 million of Class A common stock. The filing attaches the two press releases as Exhibits 99.1 and 99.2 and states the furnished (not filed) status of those exhibits. The filing does not include the underlying financial figures or additional terms of the repurchase authorization.

Ramaswami Rajiv, President and CEO and a director of Nutanix, Inc. (NTNX), reported three separate recognitions of Class A common stock on Form 4 reflecting performance-based restricted stock units becoming eligible to vest. The entry lists: 146,160 shares from FY2023 PRSUs, 84,717 shares from FY2024 PRSUs and 45,372 shares from FY2025 PRSUs, increasing reported beneficial ownership to 794,810 Class A shares after the most recent items. Each award was originally granted in 2022, 2023 and 2024 and vests in installments tied to one-, two- and three-year total shareholder return performance periods versus the NASDAQ Composite Index. The Compensation Committee determined achievement percentages on August 25, 2025 (with caps applied), making the affected tranches eligible to vest on September 15, 2025, subject to Mr. Ramaswami continuing service through the vesting date. The form is signed by Raymond Hum as attorney-in-fact on August 26, 2025.

Nutanix Chief Financial Officer Rukmini Sivaraman reported three separate grants of Class A common stock becoming eligible to vest following Compensation Committee determinations on August 25, 2025. The filing shows 53,091 shares from FY2023 PRSUs, 25,415 shares from FY2024 PRSUs and 15,880 shares from FY2025 PRSUs were recorded as acquired on August 25, 2025, all at a $0 price and reflected as becoming eligible to vest on September 15, 2025, subject to continued service. Achievement percentages for the performance periods were noted (200% before contractual caps), with caps of 119.7574% for FY2023 and 100% for FY2024 and FY2025 as stated. The Form 4 is signed by an attorney-in-fact on August 26, 2025.

Insider equity activity for Nutanix, Inc. (NTNX): Chief Legal Officer Brian Martin was reported as acquiring 15,124 shares of Class A common stock on August 25, 2025, at a $0 price as performance-based restricted stock units (PRSUs) became eligible to vest. After the transaction he beneficially owned 15,381 shares, which includes 257 shares purchased under the Employee Stock Purchase Plan on March 20, 2025. The FY 2025 PRSUs were granted September 10, 2024, and tied to total shareholder return over one-, two- and three-year performance periods. The Compensation Committee determined a 200% achievement for the first performance period but the award is contractually capped at 100%, making these shares eligible to vest on September 15, 2025, subject to continued service.

Insider Transaction Overview: Nutanix (NTNX) filed a Form 4 disclosing that President & CEO Rajiv Ramaswami sold 1,925 Class A common shares on 26 June 2025 at a reported price of $75 per share. The trade was executed automatically under a pre-arranged Rule 10b5-1 trading plan adopted 9 Sep 2024.

Post-Transaction Ownership: Following the sale, Ramaswami continues to hold 518,561 shares directly. The filing does not report any derivative transactions or changes to option positions.

Materiality Assessment: The divestiture is worth roughly $144,000, a de-minimis amount relative to the CEO’s remaining stake and Nutanix’s ~240 million shares outstanding. Because it was pre-scheduled, the transaction is generally viewed as routine and is unlikely to signal a shift in executive confidence.

Key Takeaways for Investors:

• Sale size represents less than 0.4% of the executive’s direct holdings.
• Use of a 10b5-1 plan limits potential concerns about timing or insider knowledge.
• No additional insider sales or option exercises were reported.

Nutanix, Inc. (NTNX) filed a Form 144 signaling a proposed insider sale by President & CEO Rajiv Ramaswami, who also serves as a director. The notice covers the potential disposition of 1,925 common shares—acquired as restricted stock on 15-Jun-2025—through Morgan Stanley Smith Barney, with an estimated market value of $144,375. The transaction is expected to occur on, or about, 26-Jun-2025 on the Nasdaq.

The filing discloses that approximately 268.1 million shares of Nutanix common stock are outstanding, so the size of the contemplated sale represents less than 0.001 % of shares outstanding and is therefore immaterial from a capitalization standpoint. Ramaswami adopted or amended a Rule 10b5-1 trading plan on 09-Sep-2024, which provides an affirmative defense against insider-trading allegations by automating trade execution.

Form 144 also lists recent insider activity: Ramaswami sold a total of 61,057 shares on 13-May-2025 for aggregate gross proceeds of roughly $4.82 million. Although insider sales do not automatically imply negative fundamentals, investors often track selling cadence to gauge executive sentiment. Given the minor size of the new sale and its compliance with a pre-arranged plan, the near-term market impact is likely negligible.